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  4. [Form 4] Nuvalent, Inc. Insider Trading Activity

Nuvalent (NUVL) director reports 3,444-share RSU equity award holding 8,590 total

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Wheeler Cameron reported acquisition or exercise transactions in this Form 4 filing.

Nuvalent, Inc. reported that 3,444 shares of its Class A Common Stock were awarded in the form of restricted stock units to director Cameron Wheeler. The award was granted at no cash cost per share and brings the reported holding to 8,590 RSUs.

According to the disclosure, Wheeler is a partner in Deerfield Management Company, L.P., has no pecuniary interest in these securities, and holds them for the benefit and at the direction of Deerfield. The RSUs vest in full on the earlier of June 16, 2027 or Nuvalent’s next annual stockholder meeting, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Wheeler Cameron
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,444 $0.00 --
Holdings After Transaction: Class A Common Stock — 8,590 shares (Direct, null)
Footnotes (1)
  1. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in full on the earlier of June 16, 2027 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
RSU grant size 3,444 shares Class A Common Stock RSUs granted on June 16, 2026
Price per RSU $0.0000 per share Equity award with no cash exercise price
Total RSUs after grant 8,590 shares Total Class A RSUs reported following transaction
Vesting date June 16, 2027 Vests earlier of this date or next annual meeting
restricted stock units ("RSUs") financial
"Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
pecuniary interest financial
"has no pecuniary interest in the securities reported herein and disclaims beneficial ownership"
beneficial ownership financial
"disclaims beneficial ownership of such securities. The Reporting Person holds the securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
continued service financial
"subject to continued service to Nuvalent, Inc. through the applicable vesting date."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wheeler Cameron
(Last)(First)(Middle)
C/O NUVALENT, INC.
ONE BROADWAY, 14TH FLOOR
(Street)
CAMBRIDGE MASSACHUSETTS 02142
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nuvalent, Inc. [ NUVL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock06/16/2026A3,444(1)(2)A$0.008,590(1)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the securities for the benefit, and at the direction, of Deerfield Management Company, L.P.
2. Consists of shares of Nuvalent, Inc. Class A Common Stock issuable under restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Nuvalent, Inc. Class A Common Stock. The RSUs vest in full on the earlier of June 16, 2027 or the date of Nuvalent, Inc.'s next annual meeting of stockholders, subject to continued service to Nuvalent, Inc. through the applicable vesting date.
/s/ Nathan N. McConarty, attorney-in-fact06/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Nuvalent (NUVL) report for Cameron Wheeler?

Nuvalent reported a grant of 3,444 Class A Common Stock RSUs to director Cameron Wheeler. The award was made at no cash cost per share and is structured as equity compensation rather than an open-market stock purchase or sale.

When do Cameron Wheeler’s Nuvalent (NUVL) RSUs vest?

The RSUs vest in full on the earlier of June 16, 2027 or the date of Nuvalent’s next annual stockholder meeting. Vesting is conditioned on Wheeler’s continued service to Nuvalent through the applicable vesting date specified in the grant terms.

Does Cameron Wheeler have a pecuniary interest in the Nuvalent (NUVL) RSUs?

The filing states Wheeler has no pecuniary interest in the reported RSUs. As a partner of Deerfield Management Company, L.P., he holds the securities for Deerfield’s benefit and at its direction, and disclaims beneficial ownership of these equity awards.

How many Nuvalent (NUVL) shares are reported after this RSU grant?

Following the grant, the Form 4 reports 8,590 shares of Nuvalent Class A Common Stock in the form of RSUs. This total reflects the position associated with the reported award structure, rather than a cash purchase in the open market.

What type of transaction code was used in the Nuvalent (NUVL) Form 4?

The transaction used code “A,” indicating a grant, award, or other acquisition. This shows the shares were received as an equity award, not bought or sold in an open-market transaction, aligning with the restricted stock unit compensation structure disclosed.